Contract 2024-068ADocusign Envelope ID: CDCA4749-A5A8-4030-BD98-8CD996A31E8C
AGREEMENT No. 2024-068
EMERGENCY RESPONDER VEHICLE EQUIPMENT AND INSTALLATION
SERVICES
THIS AGREEMENT is made and entered into this 22nd day of November 2024, by and between
the CITY OF CLERMONT, FLORIDA, a municipal corporation under the laws of the State
of Florida whose address is: 685 W. Montrose Street, Clermont, Florida (hereinafter referred
to as "CITY"), and PROLOGIC ITS, LLC, whose address is: 106 Northpoint Parkway, Bldg. 2,
Suite 350, Acworth, GA, 30102, (hereinafter referred to as "CONTRACTOR").
WHEREAS, The Interlocal Purchasing System (TIPS), through the public procurement process,
awarded an Agreement for Emergency Responder Vehicle Equipment and Installation Services
Contract No. 240102;
WHEREAS, CITY desires to utilize the above -referenced awarded bid, CONTRACTOR's
response thereto, and Agreement in accordance with CITY's procurement policy; and
WHEREAS, CONTRACTOR desires to enter into a contract with CITY based on the terms and
conditions of The Interlocal Purchasing System (TIPS) Contract Number 240102;
WITNESSETH: That the parties hereto, for the consideration hereinafter set forth, mutually agree
as follows:
1. SCOPE OF WORK
The CONTRACTOR shall furnish and install specialized equipment for emergency responder
vehicles as described in The Interlocal Purchasing System (TIPS) Contract Number 240102, which
is attached hereto and incorporated herein as Exhibit "A" and shall perform everything required
by this Agreement and the other exhibits attached hereto. Provided, however, that nothing herein
shall require CITY to purchase or acquire any items or services from CONTRACTOR that is not
specified in CITY's purchase order. To the extent of a conflict between this Agreement and Exhibit
"A", the terms and conditions of this Agreement shall prevail and govern. In all instances, the
CITY purchasing policy, resolutions, and ordinances shall apply.
2. THE CONTRACT SUM
CITY shall pay CONTRACTOR for the faithful performance of the Agreement as set forth in the
Agreement documents and the Price Schedule as set forth in Exhibit "B", attached hereto and
incorporated herein.
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3. TERM AND TERMINATION
A. This Agreement is to become effective upon execution by both parties, and shall remain
in effect until March 31, 2027 unless terminated or renewed by The Interlocal Purchasing
System (TIPS).
B. Notwithstanding any other provision of this Agreement, CITY may, upon written notice
to CONTRACTOR, terminate this Agreement: a) without cause and for CITY's
convenience upon thirty (30) days written notice to CONTRACTOR b) if
CONTRACTOR is adjudged to be bankrupt; c) if CONTRACTOR makes a general
assignment for the benefit of its creditors; d) CONTRACTOR fails to comply with any of
the conditions of provisions of this Agreement; or e) CONTRACTOR is experiencing a
labor dispute, which threatens to have a substantial, adverse impact upon the performance
of this Agreement, without prejudice to any other right or remedy CITY may have under
this Agreement. In the event of such termination, CITY shall be liable only for the
payment of all unpaid charges, determined in accordance with the provisions of this
Agreement, for work properly performed and accepted prior to the effective date of
termination.
C. Upon mutual Agreement of the parties, this Agreement may be renewed for one (1)
additional one-year term.
4. PROVISION OF SERVICES AND COMPLETION OF WORK
A. The CONTRACTOR shall only provide to CITY the services contained under the Scope
of Work upon receipt of an authorized order from CITY and shall provide the requested
items in the timeframe and as set forth in The Interlocal Purchasing System (TIPS)
Contract Number 240102 or in the specific purchase order or authorized order submitted
by CITY. Nothing herein shall obligate CITY to purchase any specific amount of product
from CONTRACTOR or create an exclusive purchase agreement between CITY and
CONTRACTOR. CITY shall not be obligated or required to pay for any items received
until such time as CITY has accepted the items in accordance with the order provided to
CONTRACTOR.
B. CONTRACTOR, upon receipt of an order hereunder, shall immediately notify CITY if
there is an issue or question related to the fulfillment of the order or whether there will be
any delay in providing the items requested. Failure of CONTRACTOR to so notify CITY
will preclude CONTRACTOR from seeking payment of any kind for any items that were
delayed in delivery. Upon receipt of notification of the delay, CITY may, at its sole
option, cancel the order and seek the items from any available source.
C. It is expressly understood and agreed that the passing, approval, and/or acceptance of any
gasoline, diesel, kerosene, LP gas, and bio-diesel herein by CITY or by any agent or
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representative as in compliance with the terms of this Contract shall not operate as a
waiver by the CITY of strict compliance with the terms of this Contract and the CITY
may require the CONTRACTOR replace the accepted gasoline, diesel, kerosene, LP gas,
and bio-diesel so as to comply with the warranties and specifications hereof.
D. COMPANY specifically acknowledges that this Contract does not bind or obligate CITY
to purchase any minimum quantity of product during the term hereof.
5. PAYMENTS
In accordance with the provisions fully set forth in the Contract Documents, the CONTRACTOR
shall submit an invoice to the CITY upon completion of the services and delivery of products as
set forth in the applicable purchase order. The CITY shall make payment to the CONTRACTOR
for all accepted deliveries and undisputed products delivered and services provided within thirty
(30) calendar days of receipt of the invoice.
6. DISPUTE RESOLUTION - MEDIATION
A. Any claim, dispute, or other matter arising out of or related to this Agreement shall be
subject to mediation as a condition precedent to voluntary arbitration or the institution of
legal or equitable proceedings by either party.
B. The CITY and CONTRACTOR shall endeavor to resolve claims, disputes, and other
matters in question between them by mediation.
C. The parties shall share the mediator's fee and any filing fees equally. The mediation shall
be held in Clermont, Lake County, Florida unless another location is mutually agreed
upon. Agreements reached in mediation shall be enforceable as settlement Agreements in
any court having jurisdiction thereof.
7. INSURANCE AND INDEMNIFICATION RIDER
7.1. Worker's Compensation Insurance
The CONTRACTOR shall take out and maintain during the life of this Agreement, Worker's
Compensation Insurance for all its employees connected with the work of this Project and, in case
any work is sublet, the CONTRACTOR shall require the subCONTRACTOR similarly to provide
Worker's Compensation Insurance for all of the subCONTRACTOR employees unless such
employees are covered by the protection afforded by the CONTRACTOR. Such insurance shall
comply with the Florida Worker's Compensation Law. In case any class of employees engaged in
hazardous work under this Agreement at the site of the Project is not protected under the Worker's
Compensation statute, the CONTRACTOR shall provide adequate insurance, satisfactory to the
CITY, for the protection of employees not otherwise protected.
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7.2. CONTRACTOR's Commercial General Liabilitv Insurance
The CONTRACTOR shall take out and maintain during the life of this Agreement, Commercial
General Liability and Business Automobile Liability Insurance as shall protect it from claims for
damage for personal injury, including accidental death, as well as claims for property damages
which may arise from operating under this Agreement whether such operations are by itself or by
anyone directly or indirectly employed by it, and the amount of such insurance shall be as follows:
A. CONTRACTOR's Commercial General Liability, $1,000,000 Each ($2,000,000
aggregate). Liability Coverages, Bodily Injury Occurrence, & Property Damage
Combined Single Limit
B. Automobile Liability Coverages, $1,000,000 Each, Bodily Injury & Property Damage
Occurrence, Combined Single Limit
C. Excess Liability, Umbrella Form $2,000,000 Each Occurrence, Combined Single Limit
The insurance clause for both BODILY INJURY AND PROPERTY DAMAGE shall be amended
to provide coverage on an occurrence basis.
7.3. Indemnification Rider
A. To the fullest extent permitted by law, the CONTRACTOR shall indemnify and hold
harmless the CITY and its employees from and against all claims, damages, losses, and
expenses, including but not limited to reasonable attorney's fees, arising out of or
resulting from its performance of the Work, provided that any such claim, damage, loss
or expense (1) is attributable to bodily injury, sickness, disease or death, or to injury to or
destruction of tangible property (other than the Work itself), and (2) is caused in whole or
in part by any negligent act or omission of the CONTRACTOR, any subcontractor,
anyone directly or indirectly employed by any of them or anyone for whose acts any of
them may be liable, regardless of whether or not such acts are caused in part by a party
indemnified hereunder. Such obligation shall not be construed to negate, abridge, or
otherwise reduce any other right to obligation of indemnity which would otherwise exist
as to any party or person described in this Article; however, this indemnification does not
include the sole acts of negligence, damage or losses caused by the CITY and its other
contractors.
B. In any and all claims against the CITY or any of its agents or employees by any
employee of the CONTRACTOR, any subcontractor, anyone directly or indirectly
employed by any of them, or anyone for whose acts any of them may be liable, the
indemnification obligations under this Paragraph shall not be limited in any way by any
limitation on the amount or type of damages, compensation or benefits payable by or for
the CONTRACTOR or any subcontractor under workers' or workmen's compensation
acts, disability benefit acts or other employee benefit acts.
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C. The CONTRACTOR hereby acknowledges receipt of ten dollars and other good and
valuable consideration from the CITY for the indemnification provided herein.
8. NOTICES
All notices shall be in writing and sent by United States mail, certified or registered, with return
receipt requested and postage prepaid, or by nationally recognized overnight courier service to the
address of the party set forth below. Any such notice shall be deemed given when received by the
party to whom it is intended.
CONTRACTOR:
ProLogic ITS, LLC
106 Northpoint Parkway, Bldg. 2, Suite 350, Acworth, GA, 30102
Attn: Paul Sprayberry, Managing Partner
OWNER:
City of Clermont
685 W. Montrose Street, Clermont, FL 34711
Attn: Brian Bulthuis, City Manager
Either party may change the name of the person receiving notices and the address at which notices
are received by so advising the other party in writing.
9. MISCELLANEOUS
9.1. Attorneys' Fees
In the event a suit or action is instituted to enforce or interpret any provision of this Agreement,
the prevailing party shall be entitled to recover such sum as the Court may adjudge reasonable as
attorneys' fees at trial or on any appeal, in addition to all other sums provided by law.
9.2. Waiver
The waiver by CITY of breach of any provision of this Agreement shall not be construed or operate
as a waiver of any subsequent breach of such provision or of such provision itself and shall in no
way affect the enforcement of any other provisions of this Agreement.
9.3. Severability
If any provision of this Agreement or the application thereof to any person or circumstance is to
any extent invalid or unenforceable, such provision, or part thereof, shall be deleted or modified
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in such a manner as to make the Agreement valid and enforceable under applicable law, the
remainder of this Agreement and the application of such a provision to other persons or
circumstances shall be unaffected, and this Agreement shall be valid and enforceable to the fullest
extent permitted by applicable law.
9.4. Amendment
Except for as otherwise provided herein, this Agreement may not be modified or amended except
by an Agreement in writing signed by both parties.
9.5. Entire Agreement
This Agreement, including the documents incorporated by reference, contains the entire
understanding of the parties hereto and supersedes all prior and contemporaneous Agreements
between the parties with respect to the performance of services by CONTRACTOR.
9.6. Assi n� ment
Except in the event of a merger, consolidation, or other change of control pursuant to the sale of
all or substantially all of either party's assets, this Agreement is personal to the parties hereto and
may not be assigned by CONTRACTOR, in whole or in part, without the prior written consent of
CITY.
9.7. Venue
The parties agree that the sole and exclusive venue for any cause of action arising out of this
Agreement shall be Lake County, Florida.
9.8. Applicable Law
This Agreement and any amendments hereto are executed and delivered in the State of Florida and
shall be governed, interpreted, construed, and enforced in accordance with the laws of the State of
Florida.
9.9. Public Records
The CONTRACTOR expressly understands records associated with this project are public records
and agrees to comply with Florida's Public Records law, including the following:
A. Keep and maintain public records that ordinarily and necessarily would be required by
the CITY in order to perform the services contemplated herein.
B. Provide the public with access to public records on the same terms and conditions that the
CITY would provide the records and at a cost that does not exceed the cost provided in
Florida's Public Records law or as otherwise provided by law.
C. Ensure that public records that are exempt or confidential and exempt from public
records disclosure requirements are not disclosed except as authorized by law.
D. Meet all requirements for retaining public records and transfer, at no cost, to the CITY all
public records in possession of CONTRACTOR upon the termination of the contract and
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destroy any duplicate public records that are exempt or confidential and exempt from
public records disclosure requirements. The CONTRACTOR shall make reasonable
efforts to provide all records stored electronically to the CITY in a format compatible
with the information technology systems of the CITY.
E. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, THE
CONTRACTOR SHALL CONTACT THE CITY'S CUSTODIAN OF PUBLIC
RECORDS AT THE CITY CLERK'S OFFICE, (352) 241-7331.
10. AGREEMENT DOCUMENTS
The Agreement Documents, as listed below, are herein made fully a part of this Agreement as if
herein repeated.
Document Precedence:
A. This Agreement
B. Purchase Order / Notice To Proceed
C. An applicable Contractor Quote or Statement of Work
D. All documents contained in The Interlocal Purchasing System (TIPS) Contract Number
240102.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on this 22nd day
of November 2024.
CITY OF CLERMONT
Signed by:
2BA7692F758C492...
Tim Murry, Mayor
DS
ATTEST:
DocuSigned by:
T A flows
3AD7F34905B344A...
Tracy Ackroyd Howe, City Clerk
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PROLOGIC ITS, LLC
DocuSigned by:
Pay(, 5pr4n
By: F23C806AA8F243B...
(Signature)
Print Name: Paul Sprayberry
Title: Managing Partner
Date: 11/22/2024
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EXHIBIT A
TIPS VENDOR AGREEMENT
TIPS RFP 240102 Emergency Responder Supplies, Equipment, and Services
The following Vendor Agreement ("Agreement") creates a legal agreement between The Interlocal Purchasing System ("TIPS"), a
government purchasing cooperative and Department of Texas Region 8 Education Service Center and (INSERT ENTITY NAME):
PROLOGIC ITS, LLC
(ENTER ENTITY NAME]
its owners, agents, subsidiaries, and affiliates (together, "Vendor") (individually, "Party", and collectively the "Parties") and this
agreement shall exclusively govern the contractual relationship ("Agreement") between the Parties.
TIPS, a governmental entity and a national purchasing cooperative seeks to provide a valuable and necessary solution to public entities
and qualifying non -profits by performing the public procurement solicitation process and awarding compliant contracts to qualified
vendors. Then, where the law of a customer's jurisdiction allows, instead of public entities and qualifying non -profits expending time,
money, and resources on the extensive public procurement process, the use of TIPS allows public entities to quickly select and purchase
their preferred products or services from qualified, competitively evaluated vendors through cooperative purchasing.
1. Purpose. The purpose of this Agreement is to identify the terms and conditions of the relationship between TIPS and Vendor. Public
entities and qualifying non -profits that properly join or utilize TIPS ("TIPS Members") may elect to "piggyback" off of TIPS'
procurements and agreements where the laws of their jurisdiction allow. TIPS Members are not contractual parties to this Agreement
although terms and conditions of this Agreement may ensure benefits to TIPS Members.
2. Authority. The Parties agree that the signatories below are individual authorized to enter into this Agreement on behalf of their entity
and that they are acting under due and proper authority under applicable law.
3. Definitions.
a. TIPS Pricing: The specific pricing, discounts, and other pricing terms and incentives which Vendor submitted and
TIPS approved for each respective TIPS Contract awarded to Vendor and all permissible, subsequent pricing updates
submitted by Vendor and accepted by TIPS, if any.
b. Authorized Reseller: A reseller or dealer authorized and added by a Vendor through their online TIPS Vendor Portal
to make TIPS sales according to the terms and conditions herein.
4. Entire Agreement. This Agreement resulted from TIPS posting a "TIPS Solicitation" (RFP, RCSP, RFQ, or other) and Vendor
submitting a proposal in response to that posted TIPS Solicitation for evaluation and award. The Parties agree that this Agreement
consists of the provisions set forth herein and: (1) The TIPS solicitation document resulting in this Agreement; (2) Any addenda or
clarifications issued in relation to the TIPS solicitation; (3) All solicitation information provided to Vendor by TIPS through the TIPS
eBid System; (3) Vendor's entire proposal response to the TIPS solicitation including all accepted required attachments, acknowledged
notices and certifications, accepted negotiated terms, pricing, accepted responses to questions, and accepted written clarifications of
Vendor's proposal, and; any properly included attachments to this Agreement. All documentation and information listed is hereby
incorporated by reference as if set forth herein verbatim. In the event of conflict between the terms herein and one of the incorporated
documents the terms and conditions herein shall control.
5. Vendor's Specific Warranties, Terms, and License Agreements. Because TIPS serves public entities and non -profits throughout
the nation all of which are subject to specific laws and policies of their jurisdiction, as a matter of standard practice, TIPS does not
typically accept a Vendor's specific "Sale Terms" (warranties, license agreements, master agreements, terms and conditions, etc.) on
behalf of all TIPS Members. TIPS may permit Vendor to attach those to this Agreement to display to interested customers what terms
may apply to their Supplemental Agreement with Vendor (if submitted by Vendor for that purpose). However, unless this term of the
Agreement is negotiated and modified to state otherwise, those specific Sale Terms are not accepted by TIPS on behalf of all TIPS
Members and each Member may choose whether to accept, negotiate, or reject those specific Sale Terms, which must be reflected in a
separate agreement between Vendor and the Member in order to be effective.
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6. Vendor Identity and Contact Information. It is Vendor's sole responsibility to ensure that all identifying vendor information (name,
EIN, d/b/a's, etc.) and contact information is updated and current at all times within the TIPS eBid System and the TIPS Vendor Portal.
It is Vendor's sole responsibility to confirm that all e-correspondence issued from tips-usa.com, ionwave.net, and tipsconstruction.com
to Vendor's contacts are received and are not blocked by firewall or other technology security. Failure to permit receipt of
correspondence from these domains and failure to keep vendor identity and contact information current at all times during the life of
the contract may cause loss of TIPS Sales, accumulating TIPS fees, missed rebid opportunities, lapse of TIPS Contract(s), and
unnecessary collection or legal actions against Vendor. It is no defense to any of the foregoing or any breach of this Agreement that
Vendor was not receiving TIPS' electronic communications issued by TIPS to Vendor's listed contacts.
7. Initiation of TIPS Sales. When a public entity initiates a purchase with Vendor, if the Member inquires verbally or in writing whether
Vendor holds a TIPS Contract, it is the duty of the Vendor to verify whether the Member is seeking a TIPS purchase. Once verified,
Vendor must include the TIPS Contract Number on all purchase communications and sales documents exchanged with the TIPS
Member.
8. TIPS Sales and Supplemental Agreements. The terms of the specific TIPS order, including but not limited to: shipping, freight,
insurance, delivery, fees, bonding, cost, delivery expectations and location, returns, refunds, terms, conditions, cancellations, order
assistance, etc., shall be controlled by the purchase agreement (Purchase Order, Contract, Invoice, etc.) (hereinafter "Supplemental
Agreement") entered into between the TIPS Member Customer and Vendor only. TIPS is not a party to any Supplemental Agreement.
All Supplemental Agreements shall include Vendor's Name, as known to TIPS, and TIPS Contract Name and Number. Vendor accepts
and understands that TIPS is not a legal party to TIPS Sales and Vendor is solely responsible for identifying fraud, mistakes,
unacceptable terms, or misrepresentations for the specific order prior to accepting. Vendor agrees that any order issued from a customer
to Vendor, even when processed through TIPS, constitutes a legal contract between the customer and Vendor only. When Vendor
accepts or fulfills an order, even when processed through TIPS, Vendor is representing that Vendor has carefully reviewed the order
for legality, authenticity, and accuracy and TIPS shall not be liable or responsible for the same. In the event of a conflict between the
terms of this TIPS Vendor Agreement and those contained in any Supplemental Agreement, the provisions set forth herein shall control
unless otherwise agreed to and authorized by the Parties in writing within the Supplemental Agreement.
9. Right of Refusal. Vendor has the right not to sell to a TIPS Member under the awarded agreement at Vendor's discretion unless
otherwise required by law.
10. Reporting TIPS Sales. Vendor must report all TIPS Sales to TIPS. If a TIPS sale is initiated by Vendor receiving a TIPS Member's
purchase order from TIPS directly, Vendor may consider that specific TIPS Sale reported. Otherwise, with the exception of TIPS
Automated Vendors, who have signed an exclusive agreement with TIPS regarding reporting, all TIPS Sales must be reported to TIPS
by either: (1) Emailing the purchase order or similar purchase document (with Vendor's Name, as known to TIPS, and the TIPS
Contract Name and Number included) to TIPS at tinsnona,tins-usa.com with "Confirmation Only" in the subject line of the email within
three business days of Vendor's acceptance of the order, or; (2) Within 3 business days of the order being accepted by Vendor, Vendor
must login to the TIPS Vendor Portal and successfully self -report all necessary sale information within the Vendor Portal and confirm
that it shows up accurately on your current Vendor Portal statement. No other method of reporting is acceptable unless agreed to by
the Parties in writing. Failure to report all sales pursuant to this provision may result in immediate cancellation of Vendor's TIPS
Contract(s) for cause at TIPS' sole discretion. Please refer to the TIPS Accounting FAO's for more information about reporting sales
and if you have further questions, contact the Accounting Team at accounting a,tins-usa.com.
11. TIPS Administration Fees. The collection of administrative fees by TIPS, a government entity, for performance of these procurement
services is required pursuant to Texas Government Code Section 791.011 et. seq. The administration fee ("TIPS Administration Fee")
is the amount legally owed by Vendor to TIPS for TIPS Sales made by Vendor. The TIPS Administration Fee amount is typically a
set percentage of the amount paid by the TIPS Member for each TIPS Sale, less shipping cost, bond cost, and taxes if applicable and
identifiable, which is legally due to TIPS, but the exact TIPS Administration Fee for this Contract is published in the corresponding
solicitation and is incorporated herein by reference. TIPS Administration Fees are due to TIPS immediately upon Vendor's receipt of
payment, including partial payment, for a TIPS Sale. The TIPS Administration Fee is assessed on the amount paid by the TIPS Member,
not on the Vendor's cost or on the amount for which the Vendor sold the item to a dealer or Authorized Reseller. Upon receipt of
payment for a TIPS Sale, including partial payment (which renders TIPS Administration Fees immediately due), Vendor shall issue to
TIPS the corresponding TIPS Administration Fee payment as soon as possible but not later than thirty-one calendar days following
Vendor's receipt of payment. Vendor shall pay TIPS via check unless otherwise agreed to by the Parties in writing. Vendor shall
include clear documentation with the issued payment dictating to which sale(s) the amount should be applied. Vendor may create a
payment report within their TIPS Vendor Portal which is the preferred documentation dictating to which TIPS Sale(s) the amount
should be applied. Failure to pay all TIPS Administration Fees pursuant to this provision may result in immediate cancellation of
Vendor's TIPS Contract(s) for cause at TIPS' sole discretion as well as the initiation of collection and legal actions by TIPS against
Vendor to the extent permitted by law. Any overpayment of participation fees to TIPS by Vendor will be refunded to the Vendor
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within ninety (90) days of receipt of notification if TIPS receives written notification of the overpayment not later than the expiration
of six (6) months from the date of overpayment and TIPS determines that the amount was not legally due to TIPS pursuant to this
agreement and applicable law. Any notification of overpayment received by TIPS after the expiration of six (6) months from the date
that TIPS received the payment will render the overpayment non-refundable. Region 8 ESC and TIPS reserve the right to extend the
six (6) month deadline if approved by the Region 8 ESC Board of Directors. TIPS reserves all rights under the law to collect TIPS
Administration Fees due to TIPS pursuant to this Agreement.
12. Term of the Agreement. This Agreement with TIPS is for approximately three years with a one-year, consecutive option for renewal
as described herein. Renewal options are not automatic and shall only be effective if offered by TIPS at its sole discretion. If TIPS
offers a renewal option, the Vendor will be notified via email issued to Vendor's then -listed Primary Contact. The renewal option shall
be deemed accepted by Vendor unless Vendor notifies TIPS of its objection to the renewal option in writing and confirms receipt by
TIPS.
Actual Effective Date: Agreement is effective upon signature by authorized representatives of both Parties. The Effective Date does
not affect the "Term Calculation Start Date."
Term Calculation Start Date: To keep the contract term consistent for all vendors awarded under a single TIPS contract, Vendor
shall calculate the foregoing term as starting on the last day of the month that "Award Notifications" are anticipated as published in the
Solicitation, regardless of the actual Effective Date.
Example of Term Calculation Start Date: If the anticipated "Award Date" published in the Solicitation is May 22, 2023, but extended
negotiations delay award until June 27, 2023 (Actual Effective Date), the Term Calculation Start Date shall be May 31, 2023 in this
example.
Contract Expiration Date: To keep the contract term consistent for all vendors awarded under a single TIPS contract, the term
expiration date shall be three -years from the Term Calculation Start Date.
Example of Contract Expiration Date: If the anticipated "Award Date" published in the Solicitation is May 22, 2023, but extended
negotiations delay award until June 27, 2023 (Actual Effective Date), the Tenn Calculation Start Date shall be May 31, 2023 and the
Contract Expiration Date of the resulting initial "three-year" teen, (which is subject to an extension(s)) will be May 31, 2026 in this
example.
Option(s) for Renewal: Any option(s) for renewal shall begin on the Contract Expiration Date, or the date of the expiration of the
prior renewal tern where applicable, and continue for the duration specified for the renewal option herein.
Example of Option(s) for Renewal: In this example, if TIPS offers a one-year renewal and the Contract Expiration Date is May 31,
2026, then the one-year renewal is effective from May 31, 2026 to May 31, 2027.
TIPS may offer to extend Vendor Agreements to the fullest extent the TIPS Solicitation resulting in this Agreement permits.
13. TIPS Pricing. Vendor agrees and understands that for each TIPS Contract that it holds, Vendor submitted, agreed to, and received
TIPS' approval for specific pricing, discounts, and other pricing terms and incentives which make up Vendor's TIPS Pricing for that
TIPS Contract ("TIPS Pricing"). Vendor confirms that Vendor will not add the TIPS Administration Fee as a charge or line -item in a
TIPS Sale. Vendor hereby certifies that Vendor shall only offer goods and services through this TIPS Contract if those goods and
services are included in or added to Vendor's TIPS Pricing and approved by TIPS. TIPS reserves the right to review Vendor's pricing
update requests as specifically as line -item by line -item to determine compliance. However, Vendor contractually agrees that all
submitted pricing updates shall be within the original terms of the Vendor's TIPS Pricing (scope, proposed discounts, price increase
limitations, and other pricing terms and incentives originally proposed by Vendor) such that TIPS may accept Vendors price increase
requests as submitted without additional vetting at TIPS discretion. Any pricing quoted by Vendor to a TIPS Member or on a TIPS
Quote shall never exceed Vendor's TIPS Pricing for any good or service offered through TIPS. TIPS Pricing price increases and
modifications, if permitted, will be honored according to the terms of the solicitation and Vendor's proposal, incorporated herein by
reference.
14. Indemnification of TIPS. VENDOR AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND TIPS, TIPS MEMBERS, TIPS
OFFICERS, TIPS EMPLOYEES, TIPS DIRECTORS, AND TIPS TRUSTEES (THE "TIPS INDEMNITEES") FROM AND AGAINST ALL
CLAIMS AND SUITS BY THIRD -PARTIES FOR DAMAGES. INJURIES TO PERSONS (INCLUDING DEATH). PROPERTY DAMAGES. LOSSES.
EXPENSES, FEES. INCLUDING COURT COSTS. ATTORNEY'S FEES, AND EXPERT FEES. ARISING OUT OF OR RELATING TO VENDOR'S
PERFORMANCE UNDER THIS AGREEMENT (INCLUDING THE PERFORMANCE OF VENDOR'S OFFICERS, EMPLOYEES. AGENTS,
AUTHORIZED RESELLERS. SUBCONTRACTORS. LICENSEES. OR INVITEES). REGARDLESS OF THE NATURE OF THE CAUSE OF ACTION.
INCLUDING WITHOUT LIMITATION CAUSES OF ACTION BASED UPON COMMON. CONSTITUTIONAL. OR STATUTORY LAW OR BASED IN
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WHOLE OR IN PART UPON ALLEGATIONS OF NEGLIGENT OR INTENTIONAL ACTS OR OMISSIONS ON THE PART OF VENDOR. ITS
OFFICERS. EMPLOYEES, AGENTS. AUTHORIZED RESELLERS, SUBCONTRACTORS. LICENSEES, OR INVITEES. NO LIMITATION OF
LIABILITY FOR DAMAGES FOR PERSONAL INJURY OR PROPERTY DAMAGE ARE PERMITTED OR AGREED TO
BY TIPS. APART FROM THIS INDEMNIFICATION PROVISION REOUIRING INDEMNIFICATION OF THE TIPS INDEMNITEES'
ATTORNEY'S FEES AS SET FORTH ABOVE, RECOVERY OF ATTORNEYS' FEES BY THE PREVAILING PARTY IS AUTHORIZED ONLY IF
AUTHORIZED BY TEX. EDUC. CODE & 44.032(F).
15. Indemnification and Assumption of Risk — Vendor Data. VENDOR AGREES THAT IT IS VOLUNTARILY PROVIDING DATA
(INCLUDING BUT NOT LIMITED TO: VENDOR INFORMATION, VENDOR DOCUMENTATION, VENDOR'S PROPOSALS, VENDOR PRICING
SUBMITTED OR PROVIDED TO TIPS. TIPS CONTRACT DOCUMENTS, TIPS CORRESPONDENCE, VENDOR LOGOS AND IMAGES.,
VENDOR'S CONTACT INFORMATION. VENDOR'S BROCHURES AND COMMERCIAL INFORMATION. VENDOR'S FINANCIAL
INFORMATION, VENDOR'S CERTIFICATIONS, AND ANY OTHER VENDOR INFORMATION OR DOCUMENTATION. INCLUDING WITHOUT
LIMITATION SOFTWARE AND SOURCE CODE UTILIZED BY VENDOR, SUBMITTED TO TIPS BY VENDOR AND ITS AGENTS) ("VENDOR
DATA") To TIPS. FOR THE SAKE OF CLARITY. AND WITHOUT LIMITING THE BREADTH OF THE INDEMNITY OBLIGATIONS IN
SECTION 14 ABOVE, VENDOR AGREES TO PROTECT, INDEMNIFY, AND HOLD THE TIPS INDEMNITEES HARMLESS FROM AND AGAINST
ANY AND ALL LOSSES. CLAIMS. ACTIONS. DEMANDS, ALLEGATIONS. SUITS, JUDGMENTS. COSTS. EXPENSES, FEES, INCLUDING COURT
COSTS, ATTORNEY'S FEES. AND EXPERT FEES AND ALL OTHER LIABILITY OF ANY NATURE WHATSOEVER ARISING OUT OF OR
RELATING TO: (I) ANY UNAUTHPIUZED, NEGIJGENT OR WRONGFUL USE OF. OR CYBER DATA BREACH INCIDENT AND VIRUSES OR
OTHER CORKIVPTING AGENTS INVOkYING, VENDOR'S DATA, PRICING, AND INFORMATION. COMPUTERS, OR OTHER HARDWARE OR
SOFTWARE SYSTT,M$. AND. (II) ALLEGATIONS OR CLAIMS THAT ANY VENDOR DATA INFRINGES ON THE INTELLECTUAL PROPERTY
RIGHTS OF A TI;I(PD-PART)' OR VENDOR.
16. Procedures Related to Indemnification. In the event that an indemnity obligation arises, Vendor shall pay all amounts set forth in
Section 14 and 15 above (including any settlements) and — if it has accepted its indemnity obligation without qualification — control
the legal defense to such claim or cause of action, including without limitation attorney selection, strategy, discovery, trial, appeal, and
settlement, and TIPS shall, at Vendor's cost and expense (with respect to reasonable out of pocket costs and expenses incurred by TIPS
which shall be reimbursed to TIPS by Vendor), provide all commercially reasonable assistance requested by Vendor. In controlling
any defense, Vendor shall ensure that all assertions of governmental immunity and all applicable pleas and defenses shall be promptly
asserted.
17. Indemnity for Underlying Sales and Supplemental Agreements. Vendor shall be solely responsible for any customer claims or any
disputes arising out of TIPS Sales or any Supplemental Agreement as if sold in the open -market. The Parties agree that TIPS shall not
be liable for any claims arising out of Vendor's TIPS Sales or Supplemental Agreements, including but not limited to: allegations of
product defect or insufficiency, allegations of service defect or insufficiency, allegations regarding delivery defect or insufficiency,
allegations of fraud or misrepresentation, allegations regarding pricing or amounts owed for TIPS sales, and/or allegations regarding
payment, over -payment, under -payment, or non-payment for TIPS Sales. Payment/Drafting, overpayment/over-drafting, under-
payment/under-drafting, or non-payment for TIPS Sales between customer and Vendor and inspections, rejections, or acceptance of
such purchases shall be the exclusive respective obligations of Vendor/Customer, and disputes shall be handled in accordance with the
terms of the underlying Supplemental Agreement(s) entered into between Vendor and Customer. Vendor acknowledges that TIPS is
not a dealer, subcontractor, agent, or reseller of Vendor's goods and services and shall not be responsible for any claims arising out of
alleged insufficiencies or defects in Vendor's goods and services, should any arise.
18. Confidentiality of Vendor Data. Vendor understands and agrees that by signing this Agreement, all Vendor Data is hereby released
to TIPS, TIPS Members, and TIPS third -party administrators to effectuate Vendor's TIPS Contract except as provided for herein. The
Parties agree that Vendor Data is accessible by all TIPS Members as if submitted directly to that TIPS Member Customer for purchase
consideration. If Vendor otherwise considers any portion of Vendor's Data to be confidential and not subject to public disclosure
pursuant to Chapter 552 Texas Gov't Code (the "Public Information Act") or other law(s) and orders, Vendor must have identified the
claimed confidential materials through proper execution of the Confidentiality Claim Form which is required to be submitted as part
of Vendor's proposal resulting in this Agreement and incorporated by reference. The Confidentiality Claim Form included in Vendor's
proposal and incorporated herein by reference is the sole indicator of whether Vendor considers any Vendor Data confidential in the
event TIPS receives a Public Information Request. If TIPS receives a request, any responsive documentation not deemed confidential
by you in this manner will be automatically released. For Vendor Data deemed confidential by you in this manner, TIPS will follow
procedures of controlling statute(s) regarding any claim of confidentiality and shall not be liable for any release of information required
by law, including Attorney General determination and opinion. In the event that TIPS receives a written request for information
pursuant to the Public Information Act that affects Vendor's interest in any information or data furnished to TIPS by Vendor, and TIPS
requests an opinion from the Attorney General, Vendor may, at its own option and expense, prepare comments and submit information
directly to the Attorney General stating why the requested information is exempt from disclosure pursuant to the requirements of the
Public Information Act. Vendor is solely responsible for submitting the memorandum brief and information to the Attorney General
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within the time period prescribed by the Public Information Act. Notwithstanding any other information provided in this solicitation
or Vendor designation of certain Vendor Data as confidential or proprietary, Vendor's acceptance of this TIPS Vendor Agreement
constitutes Vendor's consent to the disclosure of Vendor's Data, including any information deemed confidential or proprietary, to TIPS
Members or as ordered by a Court or government agency, including without limitation the Texas Attorney General. Vendor agrees
that TIPS shall not be responsible or liable for any use or distribution of information or documentation by TIPS Members or as required
by law.
19. Vendor's Authorized Resellers. TIPS recognizes that many vendors operate in the open market through the use of resellers or dealers.
For that reason, TIPS permits Vendor to authorize Authorized Resellers within its Vendor Portal and make TIPS Sales through the
Authorized Reseller(s). Once authorized by Vendor in the Vendor Portal, the Authorized Reseller(s) may make TIPS sales to TIPS
Members. However, all purchase documents must include: (1) Authorized Reseller's Name; (2) Vendor's Name, as known to TIPS,
and; (3) Vendor's TIPS Contract Name and Number under which it is making the TIPS Sale. Either Vendor or Reseller may report the
sale pursuant to the terms herein. However, Vendor agrees that it is legally responsible for all reporting and fee payment as described
herein for TIPS Sales made by Authorized Resellers. The TIPS Administration Fee is assessed on the amount paid by the TIPS
Member, not on the Vendor's cost or on the amount for which the Vendor sold the item to a dealer or Authorized Reseller. The Parties
intend that Vendor shall be responsible and liable for TIPS Sales made by Vendor's Authorized Resellers. Vendor agrees that it is
voluntarily authorizing this Authorized Reseller and in doing so, Vendor agrees that it is doing so at its own risk and agrees to protect,
indemnify, and hold TIPS harmless in accordance with Sections 14-17 above related to Authorized Reseller TIPS Sales made pursuant
to this Agreement or purporting to be made pursuant to this Agreement that may be asserted against Vendor whether rightfully brought
or otherwise. The Parties further agree that it is no defense to Vendor's breach of this Agreement that an Authorized Reseller caused
Vendor of breach this Agreement.
20. Circumvention of TIPS Sales. When a public entity initiates a purchase with Vendor, if the Member inquires verbally or in writing
whether Vendor holds a TIPS Contract, it is the duty of the Vendor to verify whether the Member is seeking a TIPS purchase. Any
request for quote, customer communication, or customer purchase initiated through or referencing a TIPS Contract shall be completed
through TIPS pursuant to this Agreement. Any encouragement or participation by Vendor in circumventing a TIPS sale being
completed may result in immediate termination of Vendor's TIPS Contract(s) for cause as well as preclusion from future TIPS
opportunities at TIPS sole discretion.
21. State of Texas Franchise Tax. By signature hereon, Vendor hereby certifies that Vendor is not currently delinquent in the payment
of any franchise taxes owed to the State of Texas under Chapter 171 of the Texas Tax Code.
22. Termination. J
A) Termination for Convenience. TIPS may, by written notice to Vendor, terminate this Agreement for convenience,
in whole or in part, at any time by giving thirty (30) days' written notice to Vendor of such termination, and
specifying the effective date thereof.
B) Termination for Cause. If Vendor fails to materially perform pursuant to the terms of this Agreement, TIPS shall
provide written notice to Vendor specifying the default. If Vendor does not cure such default within thirty (30)
days, TIPS may terminate this Agreement, in whole or in part, for cause. If TIPS terminates this Agreement for
cause, and it is later determined that the termination for cause was wrongful, the termination shall automatically
be converted to and treated as a termination for convenience.
C) Vendor's Termination. If TIPS fails to materially perform pursuant to the terms of this Agreement, Vendor shall
provide written notice to TIPS specifying the default (`Notice of Default"). If TIPS does not cure such default
within thirty (30) days, Vendor may terminate this Agreement, in whole or in part, for cause. If Vendor
terminates this Agreement for cause, and it is later determined that the termination for cause was wrongful, the
termination shall automatically be converted to and treated as a termination for convenience.
D) Upon termination, all TIPS Sale orders previously accepted by Vendor shall be fulfilled and Vendor shall be
paid for all TIPS Sales executed pursuant to the applicable terms. All TIPS Sale orders presented to Vendor but
not fulfilled by Vendor, prior to the actual termination of this agreement shall be honored at the option of the
TIPS Member. TIPS shall submit to Vendor an invoice for any outstanding TIPS Administration Fees and
approved expenses and Vendor shall pay such fees and expenses within 30 calendar days of receipt of such valid
TIPS invoice. Vendor acknowledges and agrees that continued participation in TIPS is subject to TIPS' sole
discretion and that any Vendor may be removed from the TIPS program at any time with or without cause. This
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termination clause does not affect TIPS Sales Supplemental Agreements pursuant to this term regarding
termination and the Survival Clause term.
E) Vendor hereby waives any and all claims for damages, including, but not limited, to consequential damages or
lost profits, that might arise from TIPS' act of terminating this Agreement.
23. Survival Clause. It is the intent of the Parties that this Agreement and procurement method applies to any TIPS Sale made during the
life of this Agreement even if made on or near the Contract Expiration Date as defined herein. Thus, all TIPS Sales, including but not
limited to: leases, service agreements, license agreements, open purchase orders, warranties, and contracts, even if they extend months
or years past the TIPS Contract Expiration Date, shall survive the expiration or termination of this Agreement subject to the terms and
conditions of the Supplemental Agreement between Customer and Vendor or unless otherwise specified herein.
24. Audit Rights. Due to transparency statutes and public accountability requirements of TIPS and TIPS Members, Vendor shall at their
sole expense, maintain documentation of all TIPS Sales for a period of three years from the time of the TIPS Sale. In order to ensure
and confirm compliance with this agreement, TIPS shall have authority to conduct audits of Vendor's TIPS Pricing or TIPS Sales with
thirty -days' notice unless the audit is ordered by a Court Order or by a Government Agency with authority to do so without said notice.
Notwithstanding the foregoing, in the event that TIPS is made aware of any pricing being offered to eligible entities that is materially
inconsistent with Vendor's TIPS Pricing, TIPS shall have the ability to conduct the audit internally or may engage a third- party auditing
firm to investigate any possible non -compliant conduct or may terminate the Agreement according to the terms of this Agreement. In
the event of an audit, the requested materials shall be reasonably provided in the time, format, and at the location acceptable to TIPS.
TIPS agrees not to perform a random audit the TIPS transaction documentation more than once per calendar year, but reserves the right
to audit for just cause or as required by any governmental agency or court with regulatory authority over TIPS or the TIPS Member.
These audit rights shall survive termination of this Agreement for a period of one (1) year from the effective date of termination.
25. Conflicts of Interest. The Parties confirm that they have not offered, given, or accepted, nor intend to give at any time hereafter any
economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, service to the other in connection with this
Agreement. Vendor affirms that, to the best of Vendor's knowledge, this Agreement has been arrived at independently, and is awarded
without collusion with anyone to obtain information or gain any favoritism that would in any way limit competition or give an unfair
advantage over other vendors in the award of this Agreement. Vendor agrees that it has disclosed any necessary affiliations with
Region 8 Education Service Center and the TIPS Department, if any, through the Conflict of Interest attachment provided in the
solicitation resulting in this Agreement.
26. Volume of TIPS Sales. Nothing in this Agreement or any TIPS communication may be construed as a guarantee that TIPS or TIPS
Members will submit any TIPS orders to Vendor at any time.
27. Compliance with the Law. The Parties agree to comply fully with all applicable federal, state, and local statutes, ordinances, rules,
and regulations applicable to their entity in connection with the programs contemplated under this Agreement.
28. Severability. If any term(s) or provision(s) of this Agreement are held by a court of competent jurisdiction to be invalid, void, or
unenforceable, then such term(s) or provision(s) shall be deemed restated to reflect the original intention of the Parties as nearly as
possible in accordance with applicable law and the remainder of this Agreement, and the remainder of the provisions of this Agreement
shall remain in full force and effect and shall in no way be affected, impaired or invalidated, unless such holding causes the obligations
of the Parties hereto to be impossible to perform or shall render the terms of this Agreement to be inconsistent with the intent of the
Parties hereto.
29. Force Majeure. If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations
under this Agreement through no fault of its own then such party shall give notice and full particulars of Force Majeure in writing to
the other party within a reasonable time after occurrence of the event or cause relied upon. Upon delivering such notice, the obligation
of the affected party, so far as it is affected by such Force Majeure as described, shall be suspended during the continuance of the
inability then claimed but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable
dispatch. In the event that Vendor's obligations are suspended by reason of Force Majeure, all TIPS Sales accepted prior to the Force
Majeure event shall be the legal responsibility of Vendor and the terms of the TIPS Sale Supplemental Agreement shall control
Vendor's failure to fulfill for a Force Majeure event.
30. Immunity. Vendor agrees that nothing in this Agreement shall be construed as a waiver of sovereign or government immunity; nor
constitute or be construed as a waiver of any of the privileges, rights, defenses, remedies, or immunities available to Region 8 Education
Service Center or its TIPS Department. The failure to enforce, or any delay in the enforcement of, any privileges, rights, defenses,
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remedies, or immunities available to Region 8 Education Service Center or its TIPS Department under this Agreement or under
applicable law shall not constitute a waiver of such privileges, rights, defenses, remedies, or immunities or be considered as a basis for
estoppel.
31. Insurance Requirements. Vendor agrees to maintain the following minimum insurance requirements for the duration of this
Agreement. All policies held by Vendor to adhere to this term shall be written by a carrier with a financial size category of VII and at
least a rating of "A-" by A.M. Best Key Rating Guide. The coverages and limits are to be considered minimum requirements and in
no way limit the liability of the Vendor(s). Any immunity available to TIPS or TIPS Members shall not be used as a defense by the
contractor's insurance policy. Only deductibles applicable to property damage are acceptable, unless proof of retention funds to cover
said deductibles is provided. "Claims made" policies will not be accepted. Vendor's required minimum coverage shall not be suspended,
voided, cancelled, non -renewed or reduced in coverage or in limits unless replaced by a policy that provides the minimum required
coverage except after thirty (30) days prior written notice by certified mail, return receipt requested has been given to TIPS or the TIPS
Member if a project or pending delivery of an order is ongoing. Upon request, certified copies of all insurance policies shall be furnished
to the TIPS or the TIPS Member. Vendor agrees that when Vendor or its subcontractors are liable for any damages or claims, Vendor's
policy, shall be primary over any other valid and collectible insurance carried by the Member or TIPS.
General Liability: $1,000,000 each Occurrence/Aggregate
Automobile Liability: $300,000 Includes owned, hired & non -owned
Workers' Compensation: Statutory limits for the jurisdiction in which the Vendor performs under this Agreement. If Vendor performs
in multiple jurisdictions, Vendor shall maintain the statutory limits for the jurisdiction with the greatest dollar
policy limit requirement.
Umbrella Liability: $1,000,000 each Occurrence/Aggregate
32. Waiver. No waiver of any single breach or multiple breaches of any provision of this Agreement shall be construed to be a waiver of
any breach of any other provision. No delay in acting regarding any breach of any provision shall be construed to be a waiver of such
breach.
33. Binding Agreement. This Agreement shall be binding and inure to the benefit of the Parties hereto and their respective heirs, legal
successors, and assigns.
34. Headings. The paragraph headings contained in this Agreement are included solely for convenience of reference and shall not in any
way affect the meaning or interpretation of any of the provisions of this Agreement.
35. Choice of Law and Venue. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State
of Texas. Any proceeding, claim, action, or alternative dispute resolution arising out of or relating to this Agreement or involving TIPS
shall be brought in a State Court of competent jurisdiction in Camp County, Texas, or if Federal Court is legally required, a Federal
Court of competent jurisdiction in the Eastern District of Texas, and each of the Parties irrevocably submits to the exclusive jurisdiction
of said court in any such proceeding, waives any objection it may now or hereafter have to venue or to convenience of forum, agrees
that all claims in respect of the proceeding shall be heard and determined only in any such court, and agrees not to bring any proceeding
arising out of or relating to this procurement process or any contract resulting from or and contemplated transaction in any other court.
The Parties agree that either or both of them may file a copy of this paragraph with any court as written evidence of the knowing,
voluntary and freely bargained for agreement between the Parties irrevocably to waive any objections to venue or to convenience of
forum.
36. Relationship of the Parties. Nothing contained in this Agreement shall be construed to make one Party an agent of the other Party
nor shall either party have any authority to bind the other in any respect, unless expressly authorized by the other party in writing. The
Parties are independent contractors and nothing in this Agreement creates a relationship of employment, trust, agency or partnership
between them.
37. Assignment. No assignment of this Agreement or of any duty or obligation of performance hereunder, shall be made in whole or in
part by a Party hereto without the prior written consent of the other Party. Written consent of TIPS shall not be unreasonably withheld.
38. Minimum Condition and Warranty Requirements for TIPS Sales. All goods quoted or sold through a TIPS Sale shall be new
unless clearly stated otherwise in writing. All new goods and services shall include the applicable manufacturers minimum standard
warranty unless otherwise agreed to in the Supplemental Agreement.
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39. Minimum Customer Support Requirements for TIPS Sales. Vendor shall provide timely and commercially reasonable support for
TIPS Sales or as agreed to in the applicable Supplemental Agreement.
40. Minimum Shipping Requirements for TIPS Sales. Vendor shall ship, deliver, or provide ordered goods and services within a
commercially reasonable time after acceptance of the order. If a delay in delivery is anticipated, Vendor shall notify the TIPS Member
as to why delivery is delayed and provide an updated estimated time for completion. The TIPS Member may cancel the order if the
delay is not commercially acceptable or not consistent with the Supplemental Agreement applicable to the order.
41. Minimum Vendor License Requirements. Vendor shall maintain, in current status, all federal, state, and local licenses, bonds and
permits required for the operation of the business conducted by Vendor. Vendor shall remain fully informed of and in compliance with
all ordinances and regulations pertaining to the lawful provision of goods or services under the TIPS Agreement. TIPS and TIPS
Members reserve the right to stop work and/or cancel a TIPS Sale or terminate this or any TIPS Sale Supplemental Agreement involving
Vendor if Vendor's license(s) required to perform under this Agreement or under the specific TIPS Sale have expired, lapsed, are
suspended or terminated subject to a 30-day cure period unless prohibited by applicable statue or regulation.
42. Minimum Vendor Legal Requirements. Vendor shall remain aware of and comply with this Agreement and all local, state, and
federal laws governing the sale of products/services offered by Vendor under this contract. Such applicable laws, ordinances, and
policies must be complied with even if not specified herein.
43. Minimum Site Requirements for TIPS Sales (when applicable to TIPS Sale).
Cleanup: When performing work on site at a TIPS Member's property, Vendor shall clean up and remove all debris and rubbish resulting
from their work as required or directed by the TIPS Member or as agreed by the parties. Upon completion of work, the premises shall be
left in good repair and an orderly, neat, clean and unobstructed condition.
Preparation: Vendor shall not begin a project for which a TIPS Member has not prepared the site, unless Vendor does the preparation
work at no cost, or until TIPS Member includes the cost of site preparation in the TIPS Sale Site preparation includes, but is not limited
to: moving furniture, installing wiring for networks or power, and similar pre -installation requirements.
Registered Sex Offender Restrictions: For work to be performed at schools, Vendor agrees that no employee of Vendor or a
subcontractor who has been adjudicated to be a registered sex offender will perform work at any time when students are, or reasonably
expected to be, present unless otherwise agreed by the TIPS Member. Vendor agrees that a violation of this condition shall be considered
a material breach and may result in the cancellation of the TIPS Sale at the TIPS Member's discretion. Vendor must identify any
additional costs associated with compliance of this term. If no costs are specified, compliance with this term will be provided at no
additional charge.
Safety Measures: Vendor shall take all reasonable precautions for the safety of employees on the worksite, and shall erect and properly
maintain all necessary safeguards for protection of workers and the public. Vendor shall post warning signs against all hazards created
by the operation and work in progress. Proper precautions shall be taken pursuant to state law and standard practices to protect workers,
general public and existing structures from injury or damage.
Smoking: Persons working under Agreement shall adhere to the TIPS Member's or local smoking statutes, codes, ordinances, and
policies.
44. Payment for TIPS Sales. TIPS Members may make payments for TIPS Sales directly to Vendor, Vendor's Authorized Reseller, or
as otherwise agreed to in the applicable Supplemental Agreement after receipt of the invoice and in compliance with applicable payment
statutes. Regardless of how payment is issued or received for a TIPS Sale, Vendor is responsible for all reporting and TIPS
Administration Fee payment requirements as stated herein.
45. Marketing. Vendor agrees to allow TIPS to use their name and logo within the TIPS website, database, marketing materials, and
advertisements unless Vendor negotiates this term to include a specific acceptable -use directive. Any use of TIPS' name and logo or
any form of publicity, inclusive of press release, regarding this Agreement by Vendor must have prior approval from TIPS which will
not be unreasonably withheld. Request may be made by email to tinsaa,tins-usa.com. For marketing efforts directed to TIPS Members,
Vendor must request and execute a separate Joint Marketing Disclaimer, at marketine(a,tins-usa.com. before TIPS can release contact
information for TIPS Member entities for the purpose of marketing your TIPS contract(s). Vendor must adhere to strict Marketing
Requirements once a disclaimer is executed. The Joint Marketing Disclaimer is a supplemental agreement specific to joint marketing
efforts and has no effect on the terms of the TIPS Vendor Agreement. Vendor agrees that any images, photos, writing, audio, clip art,
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music, or any other intellectual property ("Property") or Vendor Data utilized, provided, or approved by Vendor during the course of
the joint marketing efforts are either the exclusive property of Vendor, or Vendor has all necessary rights, license, and permissions to
utilize said Property in the joint marketing efforts. Vendor agrees that they shall indemnify and hold harmless TIPS and its employees,
officers, agents, representatives, contractors, assignees, designees, and TIPS Members from any and all claims, damages, and judgments
involving infringement of patent, copyright, trade secrets, trade or services marks, and any other intellectual or intangible property
rights and/or claims arising from the Vendor's (including Vendor's officers', employees', agents', Authorized Resellers',
subcontractors', licensees', or invitees') unauthorized use or distribution of Vendor Data and Property.
46. Tax Exempt Status of TIPS Members. Most TIPS Members are tax exempt entities and the laws and regulations applicable to the
specific TIPS Member customer shall control.
47. Automatic Renewal Limitation for TIPS Sales. No TIPS Sale may incorporate an automatic renewal clause that exceeds month to
month terms with which the TIPS Member must comply. All renewal terms incorporated into a TIPS Sale Supplemental Agreement
shall only be valid and enforceable when Vendor received written confirmation of acceptance of the renewal term from the TIPS
Member for the specific renewal term. The purpose of this clause is to avoid a TIPS Member inadvertently renewing an Agreement
during a period in which the governing body of the TIPS Member has not properly appropriated and budgeted the funds to satisfy the
Agreement renewal. Any TIPS Sale Supplemental Agreement containing an "Automatic Renewal" clause that conflicts with these
terms is rendered void and unenforceable.
48. Choice of Law Limitation for TIPS Sales. Vendor agrees that if any "Choice of Law" provision is included in any TIPS Sale
agreement/contract between Vendor and a TIPS Member, that clause must provide that the "Choice of Law" applicable to the TIPS
Sale agreement/contract between Vendor and TIPS Member shall be the state where the TIPS Member operates unless the TIPS
Member expressly agrees otherwise. Any TIPS Sale Supplemental Agreement containing a "Choice of Law" clause that conflicts with
these terms is rendered void and unenforceable.
49. Venue Limitation for TIPS Sales. Vendor agrees that if any "Venue" provision is included in any TIPS Sale Agreement/contract
between Vendor and a TIPS Member, that clause must provide that the "Venue" for any litigation or alternative dispute resolution shall
be in the state and county where the TIPS Member operates unless the TIPS Member expressly agrees otherwise. Any TIPS Sale
Supplemental Agreement containing a "Venue" clause that conflicts with these terms is rendered void and unenforceable.
50. Indemnity Limitation for TIPS Sales. Texas and other jurisdictions restrict the ability of governmental entities to indemnify others.
Vendor agrees that if any "Indemnity" provision which requires the TIPS Member to indemnify Vendor is included in any TIPS sales
agreement/contract between Vendor and a TIPS Member, that clause must either be stricken or qualified by including that such
indemnity is only permitted, "to the extent permitted by the laws and constitution of [TIPS Member's State]" unless the TIPS Member
expressly agrees otherwise. Any TIPS Sale Supplemental Agreement containing an "Indemnity" clause that conflicts with these terms
is rendered void and unenforceable.
51. Arbitration Limitation for TIPS Sales. Vendor agrees that if any "Arbitration" provision is included in any TIPS Sale
agreement/contract between Vendor and a TIPS Member, that clause may not require that the arbitration is mandatory or binding.
Vendor agrees that if any "Arbitration" provision is included in any TIPS Sale agreement/contract between Vendor and a TIPS Member,
that clause provides for only voluntary and non -binding arbitration unless the TIPS Member expressly agrees otherwise. Any TIPS
Sale Supplemental Agreement containing a "Arbitration" clause that conflicts with these terms is rendered void and unenforceable.
In Witness Whereof, the parties hereto, each acting under due and proper authority, have signed this Agreement.
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TIPS VENDOR AGREEMENT SIGNATURE
FORM TIPS RFP 240102 Emergency Responder
Supplies, Equipment, and Services
Vendor Name: PROLOGIC ITS, LLC
Vendor Address: 106 NORTHPOINT PARKWAY, BUILDING 2, SUITE 350
City. ACWORTH
State: GA Zip Code: 30102
Vendor Authorized Signatory Name: PA U L S P RA I B E R RY
Vendor Authorized Signatory Title: MANAGING PARTNER
Vendor Authorized Signatory Phone: 866-932-0513, EXT. 102
9bw 0
Vendor Authorized Signatory Email: PAUL.SPRAYBERRY@PROLOGICITS.COM
Vendor Authorized Signature: ��//���� Date: 1 /31 /24
(The following is for TIPS completion only)
TIPS Authorized Signatory Name: Dr. David Fitts
TIPS Authorized Signatory Title: Executive Director
Date: 3/19/2024
TIPS Authorized Signature
TIPS Vendor Agreement Signature Form Page 1
Docusign Envelope ID: CDCA4749-A5A8-4030-BD98-8CD996A3lE8C
EXHIBIT B
TIPS 240102 Emergency Responder PROLOGIC ITS, LLC
Supplies, Equipment, and Services
TIPS PRICING FORM 1 - GOODS/ITEMS PRICING
TIPS permits Vendors to utilize either or both of the two goods/items pricing proposal options (and sub -options) identified below with the "Discount -Off Catalog" option being much more optimal, usable, and preferred to the
"Cost -Plus Markup Option." Vendor is welcome to propose either or both options, and with either option Vendor is able to update their pricing and add/remove items during the life of the contract. It is Vendor's
responsibility to ensure that all items listed, whether by description, product number, SKU, UPC or other, fall within the scope of this solicitation category. Please read the "Vendor Pricing Submission" portion of the
solicitation document before submitting questions about this form to TIPS.
This goods/items pricing proposal method is highly preferred over the "Cost -Plus Markup Method" because it is versatile and allows Vendor to efficiently add and update its goods/items pricing and does not automatically
prohibit federal fund purchases. Vendor is asked in the attribute questions within the eBid System to propose a minimum discount off of their catalog pricing. Any discount from 0% to 100% is an appropriate response.
Then, under this pricing proposal method, Vendor is permitted to provide its "Catalog Pricing" to TIPS in a number of ways, described in Section "A" and Section "B" below. Vendor's minimum discount will always be
applied to TIPS "Catalog Pricing" provided herein.
SECTION "A" - Providing "Catalog Pricing" through Line -Item Pricing
If Vendor desires to list the "catalog pricing" of goods/items that you sell by line -item, you are welcome to do so here in Section "A" of Pricing Form 1. You are welcome to modify the columns and column titles as long as
TIPS can identify the item's name and "catalog price." Please note that if you are awarded with this type of pricing submission, you will be able to update the pricing and add/remove items within the catagory as long as you
honor any applicable discounts originally proposed. Specific discounts offered for any brand or item must be honored for the life of the contract.
% Discount
(Greater than
Minimum Discount
offered in Attribute
Except in Limited
Units description - (each, MSRP or Catalog Circumstances. see
Product Name Product # Description dozen, hour, day, etc) Pricing Attribute. )
Example 1: Widget A 12345AB gadget part each $100.00 15.00%
see Acme catalog located at All Acme products available from see Acme catalog o
Example 2: All Acme Product Line located at 10.00 /o
www.Acme.com our company
www.Acme.com
Catalog pricing to be provided upon All Acme products available from Catalog pricing to 0
Example 3: All Acme Product Line request our company be provided upon 10.00 /o
request
Insert Line -items below this line. You may add cells as needed.
TIPS Price
$85.00
Docusign Envelope ID: CDCA4749-A5A8-4030-BD98-8CD996A3lE8C
Product Name
All Traffic Solutions
American Aluminum
Avigilon
Axis
132M Solutions
% Discount
(Greater than
Units description - (each, dozen, MSRP or Catalog Minimum Discount
Product # Description offered in Attribute TIPS Price
hour, day, etc) Pricing
Except in Limited
Circumstances. See
Attribute. )
See available products at
https://www.alitrafficsolutions.com
/ Smart parking and traffic managen each
Specialized Public Safety Vehicle
httr)s://ezrideronline.com/ Solutions (Metal) each
security-
systems?msclkid=83ae3b59747e1d46
3ed75eeab64c9d9a&utm source=bin
g&utm medium=cpc&utm campaign
=Bing -Brand NA-
EN&utm term=avigilon&utm conten End to End Security Solutions
See available products at
https://www.axis.com/en-
us/products/bodyworn
https://b2msolutions.com/
Body Cameras
Enterprise Mobility Intelligence
each
$100.00 3.00% $97.00
$100.00 10.00% $90.00
$100.00 15.00% $85.00
$100.00 5.00% $95.00
$100.00 3.00% $97.00
Docusign Envelope ID: CDCA4749-A5A8-4030-BD98-8CD996A31E8C
Big Sky Racks
Blac-Rac
Blue Sea Systems
Briefcam
Brother
See available products at
https://bigskyracks.com/ Vehicular Mounting Systems each
See available products at
https://blacrac.com/ Vehicular Mounting Systems each
See available products at
http://pod.deizer.com/powerproduc
is/bss_cat/ Power Systems and Components each
httr)s://www.briefcam.com/ Video Analytics for Public Safety
See available products at
https://www.brother-
usa.com/business Rugged Printers
each
$100.00 3.00% $97.00
$100.00 3.00% $97.00
$100.00 10.00% $72.00
$100.00 7.00% $93.00
$100.00 3.00% $97.00
ClearTouch https://www.getcleartouch.com/ Interactive Touch Screen Panels $100.00 7.00% $93.00
Docusign Envelope ID: CDCA4749-A5A8-4030-BD98-8CD996A31E8C
Code 3
See available products at
https://www.code3esg.com/us/en Lighting Systems each $100.00 36.00% $64.00
Al Powered data security and
Cohesity
www.cohesitv.com
management solutions
$100.00
8.00%
$92.00
See available products at
https://cradlepoint.com/public-
Cradlepoint
safety/
Routers/Wireless Edge Solutions
each
$100.00
3.00%
$97.00
See available products at
Mobile Device Management and
Crowdstrike
https://www.crowdstrike.com/
Endpoint Protection Solutions
each
$100.00
3.00%
$97.00
See available products at
Dahua
https://us.dahuasecurity.com/
Security and Safety Technologies
each
$100.00
3.00%
$97.00
Drawer Systems, Cargo Glide,Tool
Decked
www.decked.com
Boxes
$100.00
12.00%
$88.00
EAGL Technology
https://eagltechnologv.com/
Gunshot Detection
$100.00
3.00%
$97.00
See available products at
Extend-o-Bed
https://www.extendobed.com/
Sliding Truck Beds
each
$100.00
3.00%
$97.00
Federal Signal
See available products at
Limited to sales in Alabama,
https://www.fedsig.com/
Florida, and Georgia only
each
$100.00
45.00%
$55.00
See available products at
Gamber Johnson
https://www.gamberjohnson.com/
Rugged Mounting Systems
each
$100.00
46.00%
$54.00
IP Surveillance, Automatic
See available products at
License Plate Recognition, Access
Genetec
https://www.genetec.com/
Control
each
$100.00
3.00%
$97.00
https://www.getac.com/us/getac-
Getac Video
video -solutions/
Body and In -Car Video Solutions
each
$100.00
3.00%
$97.00
See available products at
https://www.gorhino.com/currentc
Go Rhino Public Safety
atalog
Aftermarket Vehicle Parts
each
$100.00
3.00%
$97.00
Custom Emergency Vehicle
Innovative Emergency Equipment
https://www.idsmp.com/contact-us/
Equipment (Metal)
$100.00
15.00%
$85.00
Docusign Envelope ID: CDCA4749-A5A8-4030-BD98-8CD996A31E8C
Survelliance, In Car Video, Body
iPro
www.i-pro.com
Worn
$100.00
7.00%
$93.00
Jotto Desk
Jotto Public Safetv (goiotto.com)
(Duplicate % off we did for ALEA)
$100.00
18.00%
$82.00
See available products at
Magnetic Mic
https://magneticmic.com/
Universal mic clip
each
$100.00
15.00/
$77.00
See available products at
Emergency Vehicle Storage
OPS Public Safety
https://opspublicsafety.com/
Solutions
each
$100.00
3.00%
$97.00
See available products at
https://opspanasonictoughbooks.co
Panasonic Toughbooks
m/
Toughbooks
each
$100.00
1.00%
$99.00
See available products at
Panorama Antennas
https://panorama-antennas.com/
Antennas
each
$100.00
3.00%
$97.00
See available products at
5G, 4G, LTE, CBRS, and GPS
Parsec Technologies
https://parsec-t.com/
antennas
each
$100.00
3.00%
$97.00
See available products at
Printek
https://www.printek.com/
Portable Printers
each
$100.00
3.00%
$97.00
Ram Mounts
https://www.rammount.com/
Mobile Mounting Solutions
each
$100.00
3.00%
$97.00
http://www.safetyvision.com/first-
Mobile Surveillance and Video
Safety Vision
responders -ems
Technology
each
$100.00
3.00%
$97.00
Modular Weapon Mounting
Santa Cruz Gunlocks
https://santacruzgunlocks.com/
Systems
each
$100.00
3.00%
$97.00
Sho-Me Able 2 Lighting
https://www.able2products.com/
Lights and Sirens
each
$100.00
3.00%
$97.00
Wireless modules, Gateways,
Sierra Wireless
https://www.sierrawireless.com/
Routers, SIMs, and IoT
each
$100.00
3.00%
$97.00
Police Radar,
Lidar, Radar Trailers,
Stalker Radar by Applied Concepts
https://www.stalkerradar.com/
Sports Radar and Speed Sensors
each
$100.00
3.00%
$97.00
Stop Stick
https://www.stopstick.com/
Tire Deflation Solutions
each
$100.00
3.00%
$97.00
Advanced Antennas and Next-
Taoglas
https://www.taoglas.com/
Generation IoT Solutions
each
$100.00
3.00/
$97.00
Tiger Tough
https://www.tigertough.com/
Seat Covers
each
$100.00
15.00%
$85.00
https://troyproducts.com/public-
Partitions and Barries for Police
Troy
safety/partitions/and
Public Safety Vehicles
Y
each
$100.00
3.00/
$97.00
Vehicle Equipment Storage
Truck Vault
https://truckvault.com/
Solutions
each
$100.00
3.00%
$97.00
Verkada
https://www.verkada.com/
Cameras and Accessories
each
$100.00
10.00%
$90.00
Variable Message Trailers and
Wanco
https://www.wanco.com/
Accessories
each
$100.00
3.00%
$97.00
https://www.westinautomotive.co
Westin Public Safety
m/
Vehicle Accessories
each
$100.00
36.00%
$64.00
Docusign Envelope ID: CDCA4749-A5A8-4030-BD98-8CD996A3lE8C
Integrated Towers and Masts for
Lighting, Communication, and
Will Burt https://www.wiliburt.com/ Surveillance each $100.00 3.00% $97.00
Al Powered Retail and public
Wireless Guardian https://wirelessguardian.com/ safety software solutions $100.00 3.00% $97.00
High Performance Tablets and
Zebra https://www.zebra.com/us/en.htmi Rugged Printers each $100.00 13.00% $87.00
Vendor may insert additional cells as needed.
SECTION "B" - Alternative Methods of Providing "Catalog Pricing"
Vendor's Selection of Alternative
Description of Alternative Method of Method of Providing Catalog -
Alternative Method of Providing Catalog providing Catalog Mark the option that Vendor
Selects
If Vendor already has "Catalog Pricing"
documents or files compiled, Vendor may
check the cell to the right and include a
note directing TIPS to please view those
documents/files. (Ex. X — Please see
"Catalog Pricing" in uploaded document
entitled "2022-2023 Vendor Catalog.")
Please note that if you are awarded with
1. Catalog Pricing is Included in Proposal this type of pricing submission, you will
be able to update the pricing and
add/remove items within the category as
long as you honor any applicable
discounts originally proposed.
Place "X" in this cell if "Catalog
Pricing is included in Proposal" is
Vendor's selection.
Docusign Envelope ID: CDCA4749-A5A8-4030-BD98-8CD996A31E8C
If Vendor already has "Catalog Pricing"
published at an online location, Vendor
may check the cell to the right and include
the link to their online "Catalog Pricing."
If a login is required to access the
"Catalog Pricing" located at that link,
please provide that login information in
the neighboring cell. (Ex. X — Please see
"Catalog Pricing" at www.tips-usa.com,
login information is Username: TIPS
2. Link to Catalog Pricing Password: 123456.) Please note that if you
are awarded with this type of pricing
submission, you will be able to update the
online pricing and add/remove items
within this category as long as you honor
any applicable discounts originally
proposed.
Place link to your "Catalog Pricing" in If applicable, provide login
this cell if "Link to Catalog" is infomration to online "Catalog
Vendor's selection. Pricing" link
Docusign Envelope ID: CDCA4749-A5A8-4030-BD98-8CD996A31E8C
3. Vendor Shall Provide "Catalog Pricing" Upon
Request
If Vendor does not have comprehensive
"Catalog Pricing" documents or links
readily available, Vendor may check the
cell to the right ensuring that such
required "Catalog Pricing" will be
provided to TIPS upon request. Per the
following example, this option is viable
but may slow down the TIPS Sale process
as follows. (Ex. Vendor is awarded and is
making its first TIPS Sale to Sunny ISD,
Sunny ISD sends its TIPS PO to TIPS for
pricing compliance review. TIPS will
then request that Vendor provide
documentation of "Catalog Pricing" for
the line items included in the PO before
TIPS can process the PO and send to
Vendor for fulfillment.) Please note that
if you are awarded with this type of
pricing submission, you will always be
able to provide the most current pricing
for each item within this category but you
will still be required to honor any
applicable discounts originally proposed.
Place "X" in this cell if Vendor agrees
to provide "Catalog Pricing" upon
request from TIPS.
This goods/items pricing proposal method is not recommended because many TIPS Members are prohibited from utilizing Vendors with a Cost -Plus Markup Pricing submission, especially when using federal funds. Vendor
cannot be listed as federally compliant for TIPS purposes if Vendor utilizes this method. If Vendor has read through the entirety of the "Discount -Off Catalog Method" description above and has determined that none of those
options are a possibility, then Vendor may use this method which requires that Vendor propose a maximum mark-up percentage in this proposal and then provide TIPS with proof of cost for each item at the time of each TIPS
Sale.
Docusign Envelope ID: CDCA4749-A5A8-4030-BD98-8CD996A31E8C
If Vendor desires to utilize this method,
Vendor may enter its maximum markup
percentage the cell provided to the right.
Please note that this is a maximum
percentage and you may always have a
lesser markup on a TIPS Sale. You will
be required to provide proof of cost to
TIPS for every item sold under the TIPS
Contract. (Ex. Vendor is awarded and is
making its first TIPS Sale to Sunny ISD,
Sunny ISD sends its TIPS PO to TIPS for
pricing compliance review. TIPS will then
request that Vendor provide
documentation of Vendor's cost for the
Cost -Plus Markuu Method line items included in the PO before TIPS Vendor's Percentage Markuu:
can process the PO and send to Vendor
for fulfillment.) Please note that if you are
awarded with this type of pricing
submission, you will always be able to
provide the most current cost for each
item within this category but you will not
be permitted to sell it to TIPS Members
for a greater markup than what Vendor
provides herein.
Place Vendor's proposed
percentage markup in this cell if
utilizing the "Cost -Plus Markup
Method.
Docusign Envelope ID: CDCA4749-A5A8-4030-BD98-8CD996A31E8C
TIPS TIPS 240102 Emergency
Responder Supplies, Equipment, and
Services
PROLOGIC ITS, LLC
TIPS PRICING FORM 2 - SERVICE PRICING
Please note that Vendor's "Minimum Percentage Discount Offered" proposed in the attribute questions shall apply to services proposed with the exception of vendor travel passed through at actual cost or GSA allowable rates. If Vendor does not seek to offer
services under this contract, Vendor may type "N/A" on this form and submit. If Vendor desires to offer services under this TIPS Contract, the "Catalog Pricing" for those services must either be listed within this form as instructed, otherwise included within
Vendor's proposal, or properly added during the life of the awarded contract. All services must be provided in some unit cost (Ex. Per Hour, Per Person, Per Day, etc.). If Vendor already has service "Catalog Pricing" documents, links, or files compiled, Vendor
may include a note on Pricing Form 2 directing TIPS to please view those documents/links/files. (Ex. X — Please see "Service "Catalog Pricing" in uploaded document entitled "2022-2023 Vendor Service Pricing.").
roviding Service "Catalog Pricing" through Pricing Form 7 Line -Item —Pricing
If Vendor desires to list the services that Vendor sells by line -item, Vendor is welcome to do so below in this Pricing Form 2. All services must be provided in some unit cost (Ex. Per Hour, Per Person, Per Day, etc.). You are welcome to modify the columns and
column titles as long as TIPS can identify the service being offered by name, unit -type, and "catalog price" of the service. Please note that if you are awarded after submitting your service pricing on this form, you will be able to update the pricing and add/remove
services within the category as long as you honor any applicable discounts originally proposed. If Vendor already has service "Catalog Pricing" documents, links, or files compiled, Vendor may include a note below directing TIPS to please view those
documents/links/files. (Ex. X — Please see "Service "Catalog Pricing" in uploaded document entitled "2022-2023 Vendor Service Pricing.") Please note that if you are awarded after submitting your service pricing through other documents/links/files, you will be
able to update the pricing and add/remove services within this category as long as you honor any applicable discounts originally proposed.
Service Name
(Example 1: Installation
(Example 2: Installation
Example 3: Mileage
Example 4: Travel
(Example 5: Flights
Example 6: Custom Design Services
Service Description
Tech Level 1 Installation
Tech Level 2 Installation
Travel by Car to installation location
Travel to installation location
Travel by Flight to Installation
Custom Design
Specify Unit Type -(Ex. Per Hour, Per
Person, Per Day, etc.)
Hourly/Tech
Hourly/Tech
Per Person/Per Mile
Per Person/Per Hour
Per Person
Per Designer/Per Square Foot
Example 7: Training Training Client on Use of Product Per Trainer/Per Hour
Insert Line -items below this line. You may add cells as needed.
Unit Pricing Not -to -
Exceed
$100.00/hour/tech
$150.00/hour/tech
GSA allowable rate at
the time of service.
See
https://www.perdiem
101.com/mileage.
50% of regular hours
Installation Charge
Actual Cost of Flight
Not -to -Exceed
$200/Square Foot
Not -to -Exceed
$20.00/Trainer/Hour
% Discount
(Greater
than
Minimum
Discount
offered in
Attribute
Exceptin
Limited
Circumstanc
es. See
Attribute)
TIPS Price -Not to Exceed
5.00% $95.00/hour/tech
5.00% $142.50/hour/tech
GSA allowable rate at the
time of service. See
https://www.perdieml01.c
0.00%
am/mileage.
45% of regular hours
5.00%
Installation Charge
0.00%
Actual Cost of Flight
Not -to -Exceed $190/Square
5.00%
Foot
Not -to -Exceed
5.00%
$19.00/Trainer/Hour
Docusign Envelope ID: CDCA4749-A5A8-4030-BD98-8CD996A31E8C
Service Name
Service Description
In -Car Video
Installation Services
Routers
Installation Services
Modums
Installation Services
Antennas
Installation Services
Dock Swap
Installation Services
Pole Mounted Docking Station
Installation Services
IGPS Tracking Devices
Installation Services
Radios
Installation Services
Vendor may insert additional cells as needed.
Specify Unit Type -(Ex. Per Hour, Per
Person, Per Day, etc.)
Unit
Unit
Unit
Unit
Unit
Unit
Unit
Unit
Unit Pricing Not -to -
Exceed
$1,689.00
$624.00
$624.00
$258.00
$258.00
$467.00
$229.00
$624.00
% Discount
(Greater
than
Minimum
Discount
offered in
Attribute
Exceptin
Limited
Circumstanc
es. See
Attribute)
32.00%
32.00 %
32.00 %
32.00 %
32.00 %
32.00 %
32.00 %
32.00 %
TIPS Price - Not to Exceed
$1,148.52
$424.32
$424.32
$175.44
$175.44
$317.56
$155.72
$424.32